Governing Law; Jurisdiction; Construction. This Agreement shall be governed by the internal laws of the Commonwealth of Kentucky, without regard to any rules of construction that would require application of the laws of another jurisdiction. Any legal proceeding related to this Agreement and permitted under Section 4.7 and Article V hereof must be litigated in an appropriate Kentucky state or federal court, and both the Company and Employee hereby consent to the exclusive jurisdiction of the Commonwealth of Kentucky for this purpose; waive any objection they may now or hereafter have to venue or to convenience of forum and agree that all legal proceedings will be tried in a court of competent jurisdiction by a judge without a jury. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, accordingly each party waives the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(Governing Law) and this Clause 6.6), or the transactions contemplated hereby, and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts.

Exclusive Jurisdiction and Venue. Any suit, claim or other legal proceeding arising out of or related to this Agreement in any way must be brought in a federal or state court located in Cook County, Illinois, and the Company and the Executive hereby consent [[Organization A:Organization]] exclusive jurisdiction of such court for such purpose. The Company and the Executive irrevocably consent and submit itself and himself [[Organization A:Organization]] jurisdiction of such court(s) for the purposes of any such suit, claim or other legal proceeding.

Exclusive Jurisdiction and Venue. The Parties agree that the Courts of the Province of Alberta shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the Transactions contemplated herein.

Exclusive Jurisdiction and Venue. The Parties agree that the Courts of the County of Clark, State of Nevada shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the transactions contemplated herein.

Governing Law and Non-exclusive Forum. The parties expressly agree: # that, because the Plan is centrally administered in the State of New Jersey by employees of a ​ affiliate, the subject matter of this [Exhibit B] bears a reasonable relationship to the State of New Jersey; # that this [Exhibit B] is made under, shall be construed in accordance with, and governed in all respects by the laws of the State of New Jersey without giving effect to that jurisdiction’s choice of law rules, except to the extent that the terms of Massachusetts General Laws chapter 149, [section 24L], Washington Revised Code chapter 49.62, or Colo. Rev. Stat. § 8-2-113 apply; and # the parties consent to the non-exclusive jurisdiction and venue of the courts of the State of New Jersey, and the federal courts of the United States of America located in the State of New Jersey, over any action, claim, controversy or proceeding arising under this [Exhibit B], and irrevocably waive any objection they may now or hereafter have to the non-exclusive jurisdiction and venue of such courts.

Governing Law; Venue; Jurisdiction; Severability. To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations

This Agreement and Award grant shall be governed by the substantive laws (but not the choice of law rules) of the State of Delaware. The forum in which disputes arising under this grant of RSUs and Agreement shall be decided depends on whether you are subject to the Mutual Arbitration Agreement.

Governing Law; Assignment; Jurisdiction; Notices. This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of New York. This Guaranty shall # bind the ​ and its successors and assigns, provided that the ​ may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void), and # inure to the benefit of the Administrative Agent and ​ and their successors and assigns and the Administrative Agent and ​ may, without notice to the ​ and without affecting the ​’s obligations hereunder, assign, sell or grant participations in the ​ SA Obligations and this Guaranty, in whole or in part to the extent set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each party hereto hereby irrevocably # submits to the exclusive jurisdiction of the Courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any Appellate Court from any thereof, in any action or proceeding arising out of or relating

Governing Law; Submission to Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Each Borrower hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, of any State court located in the City and County of New York and any appellate court thereof for purposes of all legal proceedings arising out of or relating to this Amendment or the transactions contemplated hereby. Each Borrower irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.